keegan werlin llp -...

KEEGAN WERLIN LLP ATTORNEYS AT LAW

265 FRANKLIN STREET

BOSTON, MASSACHUSETTS 02110-3113 TELECOP IERS :

(617) 951- 1354

(617) 951-1400 (617) 951- 0586

November 25, 2015

Mark D. Marini, Secretary Department of Public Utilities One South Station, 5th Floor Boston, MA 02110 Re: Massachusetts Electric Company and Nantucket Electric Company each d/b/a National

Grid, D.P.U. 15-155 Dear Mr. Marini:

On behalf of Massachusetts Electric Company and Nantucket Electric Company each d/b/a National Grid (the Company), enclosed for filing in the above referenced proceeding are the Companys responses to the First Set of Information Requests issued by the Office of the Attorney General noted on the enclosed discovery log. Please note that the attachments to the Companys responses to Information Requests AG-1-11 and AG-1-26 are too large to e-mail and will instead be provided separately on CD ROM.

In accordance with 220 C.M.R 1.10(4), the Company intends to defer authentication by

affidavit of the Responses to Information Requests in this proceeding at this time. Instead, the Companys witness will authenticate those documents at the time of evidentiary hearings.

Thank you for your attention to this filing.

Very truly yours,

Nicholas D. Horan, Esq.

Enclosures cc: Marc Tassone, Hearing Officer Service List D.P.U. 15-155

1 of 2

Information Request Description Date Issued Date Filed Witness Attachments

CONFIDENTIAL Attachments

AG-1-1 Copies of Exhibits 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-2 Financial Reports 18-Nov-15AG-1-3 10-Qs and quarterly reports 18-Nov-15

AG-1-4 Prospectus for any sale of equity 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Atts AG-1-4-1 through AG-1-4-3AG-1-5 Internal periodic reports 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-6 Budget for each month ffrom 2013 to 2015 18-Nov-15AG-1-7 Capitalization and balance sheets for 2009-2015 18-Nov-15AG-1-8 Audits over last 5 years 18-Nov-15AG-1-9 Speeches to shareholders since 2009 18-Nov-15AG-1-10 Statements supplied to analysts since 2009 18-Nov-15

AG-1-11 Financial publications and ratings 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Att. AG-1-11-1 through AG-1-11-36AG-1-12 Earned return on equity 18-Nov-15AG-1-13 Financial forecasts 18-Nov-15AG-1-14 Stock value 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Att. AG-1-14AG-1-15 Market-to-book ratio from 2009 to 2015 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Att. AG-1-15AG-1-16 Debt and Equity Rating history from 2009 to 2015 18-Nov-15AG-1-17 Plant service, construction, and rights-of -way accounts 18-Nov-15AG-1-18 Construction budget forecast 18-Nov-15AG-1-19 Capital authorization and closing reports since 2009 18-Nov-15 11/25/2015 Enclosed Herein PattersonAG-1-20 Properties sold or transferred since 2009 18-Nov-15AG-1-21 Intangible Plant and Capitalization Lease 2009 to 2015 18-Nov-15AG-1-22 Plant Held for Future Use and Non-Utility Plant 2006- test year 18-Nov-15AG-1-23 Construction work in progress 2013-test year 18-Nov-15AG-1-24 Depreciation 18-Nov-15AG-1-25 Operations of Maintenance Expense Account 18-Nov-15

AG-1-26 Written contracts 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Atts. AG-1-26-1 through AG-1-26-12-4AG-1-27 Allocated Expenses to Affiliates 18-Nov-15AG-1-28 Allocated Expenses from Affiliates 18-Nov-15AG-1-29 Rent $10,000 or greater 18-Nov-15AG-1-30 Revenue from rental of appliances 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-31 Extraordinary Income 2009-2015 18-Nov-15AG-1-32 New Service offerings 18-Nov-15AG-1-33 Miscellaneous Revenues 2013-test year 18-Nov-15AG-1-34 Chart of Accounts 2013-test year 18-Nov-15AG-1-35 Employee benefits and incentive compensation 18-Nov-15AG-1-36 Management benefits and incentive compensation 18-Nov-15AG-1-37 Use of Company vehicles 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-38 Expense Reimbursements 18-Nov-15

AG-1-39 Individual loans 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Atts. AG-1-39-1 & AG-1-39-2AG-1-40 Wages, salaries and benefits 18-Nov-15AG-1-41 Wage and Salary increases 18-Nov-15 11/25/2015 Enclosed Herein Heaphy Att. AG-1-41AG-1-42 Wage contracts 18-Nov-15AG-1-43 Timing schedule of wage increases 18-Nov-15 11/25/2015 Enclosed Herein Heaphy Att. AG-1-43AG-1-44 Number of employees by group 18-Nov-15AG-1-45 Deferred salaries incurred 18-Nov-15AG-1-46 Annual percentage of overtime regular time 18-Nov-15AG-1-47 Labor disruptions costs incurred 18-Nov-15 11/25/2015 Enclosed Herein Heaphy

AG-1-48 Actuarial reports for pension costs 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Atts. AG-1-48-1 through AG-1-48-3AG-1-49 Retirement benefits 18-Nov-15AG-1-50 Non-pension benefits 18-Nov-15AG-1-51 Health care cost 18-Nov-15AG-1-52 Methods to reduce health care costs 18-Nov-15 11/25/2015 Enclosed Herein HeaphyAG-1-53 Leased purchased vehicles 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Att. AG-1-53AG-1-54 Aircraft and Watercraft leased or purchased 18-Nov-15AG-1-55 Beverage Entertainment Travel Costs 18-Nov-15AG-1-56 Membership fees 18-Nov-15AG-1-57 Administrative Expenses Transferred 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-58 Conservation and load management costs 18-Nov-15AG-1-59 Environmental clean-up costs 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Att. AG-1-59AG-1-60 Storm damage costs 18-Nov-15AG-1-61 Insurance policies 18-Nov-15AG-1-62 Copies of Insurance policies 18-Nov-15AG-1-63 Self-Insurance Procedure 18-Nov-15AG-1-64 Lease type invoices 18-Nov-15AG-1-65 Miscellaneous deferred debts 18-Nov-15AG-1-66 Out of period book adjustments 18-Nov-15AG-1-67 Deferred credits 18-Nov-15AG-1-68 Outside service charges 18-Nov-15AG-1-69 Gross write offs and recoveries 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Att. AG-1-69AG-1-70 Write offs of $5,000 or more 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Att. AG-1-70AG-1-71 Accounting policies of write-offs 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-72 Accounting policies for unbilled revenues 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-73 Advertising and media costs 18-Nov-15

AG-1-74 Charitable donations 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman Atts. AG-1-74-1 through AG-1-74-3AG-1-75 Lobbying expenses 18-Nov-15AG-1-76 Shareholder services and dividend reinvestments 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-77 Payments to AMA, EEI and EPRI 18-Nov-15AG-1-78 Expenses for Corporate Logos 18-Nov-15AG-1-79 Settlements paid by the Company 18-Nov-15AG-1-80 Warranty claims pending 18-Nov-15AG-1-81 Pending lawsuits where the Company is a defendant 18-Nov-15AG-1-82 Pending lawsuits where the Company is a plaintiff 18-Nov-15

AG Set 1

As of November 25, 2015D.P.U. 15-155 Discovery Log

Massachusetts Electric Company & Nantucket Electric Company each d/b/a National Grid

2 of 2

Information Request Description Date Issued Date Filed Witness Attachments

CONFIDENTIAL Attachments

As of November 25, 2015D.P.U. 15-155 Discovery Log

Massachusetts Electric Company & Nantucket Electric Company each d/b/a National Grid

AG-1-83 Fines or penalties paid 18-Nov-15AG-1-84 Property taxes paid 18-Nov-15AG-1-85 Tax abatements received 18-Nov-15AG-1-86 Amount of pending tax abatements if granted 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & KinsmanAG-1-87 Mass State Income tax forms 18-Nov-15AG-1-88 Normalization accounting 18-Nov-15AG-1-89 Corporate charges assigned 18-Nov-15AG-1-90 Outside services charged 18-Nov-15AG-1-91 Copies of all Information Requests 18-Nov-15 11/25/2015 Enclosed Herein Laflamme & Kinsman

AG-1-92 Method of assigned plant common to Company, Parent and Affiliates 18-Nov-15

AG-1-93 Products and Services provided 18-Nov-15AG-1-94 Political Contributions 18-Nov-15AG-1-95 Outside legal fees 18-Nov-15AG-1-96 Outside Auditing fees 18-Nov-15AG-1-97 Consulting services fees 18-Nov-15AG-1-98 Org charts 18-Nov-15AG-1-99 Special Contracts 18-Nov-15

AG-1-100 Employee termination contracts 18-Nov-15AG-1-101 Cost of Service revenue requirements 18-Nov-15

AG-1-102 Cost allocation study and workpapers 18-Nov-15 11/25/2015 Enclosed Herein Zschokke, Lloyd & McCabe Att. AG-1-102

Massachusetts Electric Company Nantucket Electric Company

each d/b/a National Grid D.P.U. 15-155

Information Request AG-1-1 November 25, 2015

H.O. Tassone Page 1 of 1

___________________________________________________________________________

Prepared by or under the supervision of: Michael D. Laflamme and Margaret H. Kinsman

Information Request AG-1-1 Request: Please provide a copy of each exhibit to be presented by the Company or any of its witnesses as it is prepared, along with the workpapers, calculations, formulas, assumptions, and supporting documentation. Response: The requested documents were provided directly to the Attorney General as part of the initial filing with the Department. Any additional exhibits that may be introduced will be provided to the Attorney General and any other party in a manner consistent with the Departments Procedural Rules and the Ground Rules in this proceeding.

Massachusetts Electric Company Nantucket Electric Company

each d/b/a National Grid D.P.U. 15-155

Information Request AG-1-4 November 25, 2015

H.O. Tassone Page 1 of 1

___________________________________________________________________________

Prepared by or under the supervision of: Michael D. Laflamme and Margaret H. Kinsman

Information Request AG-1-4 Request: Please provide the prospectus distributed in anticipation of the most recent sale of any equity or debt by the Company and National Grid. Response: Attachments AG-1-4-1 through AG-1-4-3 provide the most recent prospectuses issued by National Grid USA and the Company.

Massachusetts Electric Company and Nantucket Electric Company each d/b/a National Grid D.P.U. 15-155 Attachment AG-1-4-1 Page 1 of 70

IMPORTANT NOTICE

IMPORTANT: You must read the following before continuing. The following applies to the attachedoffering memorandum (the Offering Memorandum), and you are therefore advised to read this carefullybefore reading, accessing or making any other use of the Offering Memorandum. By accepting this e-mail andaccessing the Offering Memorandum, you agree to be bound by the following terms and conditions, includingany modifications to them any time you receive any information from Massachusetts Electric Company (theIssuer) or the Initial Purchasers (as defined in the Offering Memorandum) as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIESFOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES (THESECURITIES) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIESACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATEOF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFEREDOR SOLD, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECTTO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE ORLOCAL SECURITIES LAWS.

THE ATTACHED OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TOANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANYFORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING MEMORANDUM INWHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAYRESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHERJURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OFTHE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TOPURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

Confirmation of your Representation: In order to be eligible to view the attached Offering Memorandumor make an investment decision with respect to the Securities, investors must be either (i) a qualifiedinstitutional buyer, as that term is defined in Rule 144A under the Securities Act transacting in a privatetransaction in reliance upon an exemption from the registration requirements of the Securities Act or (ii) a nonU.S. person, as that term is defined in Rule 902 under the Securities Act that is outside the United Statestransacting in an offshore-transaction (in accordance with Regulation S under the Securities Act) (together,Eligible Investors). By accepting the e-mail or accessing the Offering Memorandum, you shall be deemed tohave represented to the Issuer and the Initial Purchasers that (1) you and any customers you represent areEligible Investors; (2) you consent to delivery of the Offering Memorandum by electronic transmission;(3) you are a Qualified Investor (within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive2003/71/EC)) if in the European Economic Area; (4) you are a relevant person (as defined below) if in theUnited Kingdom; or (5) you are outside the European Economic Area or the United Kingdom (and theelectronic mail address that you gave us and to which this e-mail has been delivered are not located in suchjurisdictions).

The Offering Memorandum is only addressed to and directed at persons in member states of the EuropeanEconomic Area who are Qualified Investors. In addition, in the United Kingdom, the Offering Memorandum isbeing distributed only to and is directed only at Qualified Investors: (1) who are persons who have professionalexperience in matters relating to investments falling within Article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005, as amended (the Order); or (2) who are high net worth entitiesfalling within Article 49 of the Order, and other persons to whom it may otherwise lawfully be communicatedunder the Order, (all such persons together referred to as relevant persons). Any investment or investmentactivity to which the Offering Memorandum relates is available only to: (i) in the United Kingdom, relevantpersons; and (ii) in any member state of the European Economic Area other than the United Kingdom,Qualified Investors, and will be engaged in only with such persons. In the case of any Securities being offeredto a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financialintermediary will also be deemed to have represented, acknowledged and agreed that the Securities acquiredby it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they beenacquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer ofany Securities to the public other than their offer or resale in a relevant member state to Qualified Investors as


so defined or in circumstances in which the prior consent of the Initial Purchasers has been obtained to eachsuch proposed offer or resale.

You are reminded that this Offering Memorandum has been delivered to you or accessed by you on thebasis that you are a person into whose possession this Offering Memorandum may be lawfully delivered inaccordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorizedto, deliver or disclose the contents of this Offering Memorandum to any other person. The materials relating tothe offering do not constitute, and may not be used in connection with, an offer or solicitation in any placewhere offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by alicensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed brokeror dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliateon behalf of the Issuer in such jurisdiction.

The attached Offering Memorandum has been sent to you or accessed by you in an electronic form. Youare reminded that documents transmitted via this medium may be altered or changed during the process ofelectronic transmission and consequently, none of the Issuer or the Initial Purchasers nor any person whocontrols any of them nor any director, officer, employee nor agent of any of them or affiliate of any suchperson accepts any liability or responsibility whatsoever in respect of any difference between the OfferingMemorandum distributed to you in electronic format and the hard copy version available to you on requestfrom the Initial Purchasers. Please ensure that your copy is complete.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is atyour own risk, and it is your responsibility to take precautions to ensure that it is free from viruses and otheritems of a destructive nature.


OFFERING MEMORANDUM STRICTLY CONFIDENTIAL

$800,000,000

MASSACHUSETTS ELECTRIC COMPANY5.90% Senior Notes due 2039

We are offering $800,000,000 aggregate principal amount of our 5.90% Senior Notes due 2039 (theNotes). We will pay interest on the Notes on May 15 and November 15 of each year. The first such paymentwill be made on May 15, 2010. The Notes will mature on November 15, 2039. The Notes will accrue interestat the rate of 5.90% per annum. We may redeem all or part of the Notes at any time and from time to time bypaying a make-whole premium as described in this offering memorandum under the caption Description ofNotes Optional Redemption.

The Notes will be our unsecured senior obligations and rank equally with all of our existing and futureunsecured senior indebtedness and senior to any of our subordinated indebtedness and will be effectivelysubordinated to all of our secured indebtedness to the extent of the value of the assets securing that indebtedness.

We do not intend to file a registration statement with the Securities and Exchange Commission related tothe Notes. We do not intend to apply for listing of the Notes on any securities exchange or for inclusion of theNotes in any automated quotation system.

See Risk Factors beginning on page 4 to read about important factors youshould consider before buying the Notes.

Offering Price: 99.666%

The offering price set forth above does not include accrued interest, if any. Interest on the Notes willaccrue from November 18, 2009. If the Notes are delivered after November 18, 2009, accrued interest must bepaid by the purchaser until the time of delivery.

The Notes have not been and will not be registered under the Securities Act and are being offeredand sold in the United States only to qualified institutional buyers in reliance on Rule 144A under theSecurities Act and to certain non-U.S. persons in transactions outside the United States in reliance onRegulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers arehereby notified that the seller of the Notes may be relying on the exemption from the provisions ofSection 5 of the Securities Act provided by Rule 144A. The Notes are not transferable except inaccordance with the restrictions described under Notice to Investors; Transfer Restrictions.

The initial purchasers expect to deliver the Notes to investors through the book-entry delivery system ofThe Depository Trust Company for the accounts of its direct and indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.) on or about November 18, 2009.

Joint Book-Running Managers

BNY Mellon Capital Markets, LLC CitiMizuho Securities USA Inc. Wells Fargo Securities

Co-Managers

BBVA Securities BNP PARIBAS BofA Merrill Lynch Deutsche Bank Securities

HSBC ING Wholesale Morgan Stanley National Australia Bank

RBC Capital Markets SOCIETE GENERALE TD Securities UniCredit Group

The date of this offering memorandum is November 10, 2009.


F r a n k l i n

B a r n s t a b l e

N o r f o l k

N a n t u c k e t

P l y m o u t h

M i d d l e s e x

B e r k s h i r e

H a m p s h i r eW o r c e s t e r

S u f f o l k C o u n t y

N o r f o l k

H a m p d e n

B r i s t o l

E s s e x

D u k e s

0 30 6015Miles

Massachusetts Electric CompanyService Area

Electricity DistributionAreas by County

E l e c t r i c


In making your investment decision, you should rely only on the information contained in thisoffering memorandum. Neither we nor the initial purchasers have authorized anyone to provide you withany other information. If you receive any other information, you should not rely on it. We are not, andthe initial purchasers are not, making an offer of the Notes in any state where the offer is not permitted.The information contained in this offering memorandum speaks only as of the date of the offeringmemorandum or such other date as may be specified in this offering memorandum.

Unless the context otherwise requires or as otherwise indicated, references in this offeringmemorandum to we, our and us refer to Massachusetts Electric Company and its consolidatedsubsidiaries. References to the Issuer refer to Massachusetts Electric Company and not to any of itssubsidiaries. The term initial purchasers refers to BNY Mellon Capital Markets, LLC, CitigroupGlobal Markets Inc., Mizuho Securities USA Inc., Wells Fargo Securities, LLC, Banc of AmericaSecurities LLC, Bayerische Hypo- und Vereinsbank AG, BBVA Securities Inc., BNP Paribas SecuritiesCorp., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC,Morgan Stanley & Co. Incorporated, nabCapital Securities, LLC, RBC Capital Markets Corporation,SG Americas Securities, LLC and TD Securities (USA) LLC.

TABLE OF CONTENTS

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Managements Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . 12

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Notice to Investors; Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders . . . . . . . . . . . . 43

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

i


This offering memorandum is confidential. You are authorized to use this offering memorandum solely forthe purpose of considering the purchase of the Notes described in the offering memorandum. We and othersources identified herein have provided the information contained in this offering memorandum. The initialpurchasers named herein make no representation or warranty, express or implied, as to the accuracy orcompleteness of such information, and nothing contained in this offering memorandum is, or shall be reliedupon as, a promise or representation by the initial purchasers. You may not reproduce or distribute thisoffering memorandum, in whole or in part, and you may not disclose any of the contents of this offeringmemorandum or use any information herein for any purpose other than considering the purchase of the Notes.You agree to the foregoing by accepting delivery of this offering memorandum.

Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved the securities offered hereby or passed upon the adequacy or accuracy of this offeringmemorandum. Any representation to the contrary is a criminal offense.

The laws of certain jurisdictions may restrict the distribution of this offering memorandum and the offerand sale of the Notes. Persons into whose possession this offering memorandum or any of the Notes comemust inform themselves about, and observe, any such restrictions. Neither we nor our representatives, nor theinitial purchasers or their representatives, are making any representation to you regarding the legality of anyinvestment in the Notes by you under applicable legal investment or similar laws or regulations.

You are responsible for making your own examination of us and your own assessment of the merits andrisks of investing in the Notes. You may contact us if you need any additional information. By purchasing anyNotes, you will be deemed to have acknowledged that:

you have reviewed this offering memorandum;

you have had an opportunity to request any additional information that you need from us; and

the initial purchasers are not responsible for, and are not making any representation to you concerning,our future performance or the accuracy or completeness of this offering memorandum.

We are not providing you with any legal, business, tax or other advice in this offering memorandum. Youshould consult with your own advisors as needed to assist you in making your investment decision and adviseyou whether you are legally permitted to purchase the Notes.

You must comply with all laws and regulations that apply to you in any place in which you buy, offer orsell any Notes or possess or distribute this offering memorandum. You must also obtain any consents orapprovals that you need in order to purchase any Notes. Neither we nor the initial purchasers are responsiblefor your compliance with these legal requirements.

The Notes are subject to restrictions on resale and transfer as described under Notice to Investors; TransferRestrictions and may not be resold or transferred except as permitted under the Securities Act of 1933, asamended (the Securities Act), and the applicable state securities laws pursuant to registration or an exemptiontherefrom. We have no obligation to register the Notes for resale and have no plans to do so. By purchasing theNotes, you will be deemed to have made certain acknowledgments, representations and agreements as describedin the Notice to Investors; Transfer Restrictions section of this offering memorandum. You may be required tobear the financial risks of investing in the Notes for an indefinite period of time.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NORTHE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED INTHE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATEOF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETEAND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR

ii


EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THESECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONSOF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY ORTRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVEPURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THEPROVISIONS OF THIS PARAGRAPH.

AVAILABLE INFORMATION

If at any time following the issue date of the Notes we are not subject to the informational requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), we willfurnish to holders of Notes and prospective purchasers thereof, upon request, the information required to bedelivered pursuant to Rule 144A(d)(4) under the Securities Act.

You should rely only upon the information contained in this offering memorandum. We have not authorizedanyone to provide you with different information. We are not, and the initial purchasers are not, making an offerof the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that theinformation in this offering memorandum is accurate as of any date other than the date of this offeringmemorandum. Our business, financial condition and results of operations may have changed since that date.

This offering memorandum contains summaries of certain agreements that we have entered into or willenter into in connection with the offering of the Notes, such as the indenture governing the Notes offeredhereby. The descriptions contained in this offering memorandum of these agreements do not purport to becomplete and are subject to, or qualified in their entirety by reference to, the definitive agreements. Copies ofthe indenture governing the Notes will be made available without charge to you in response to a written or oralrequest to us.

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference herein constitute forward-looking statementsas defined in the Private Securities Litigation Reform Act of 1995. These statements are subject to certainrisks and uncertainties that could cause actual results to differ materially from those projected. Whenever usedin this offering memorandum, the words intend, estimate, expect, believe, anticipate or similarexpressions are intended to identify such forward-looking statements. In the past actual results have variedmaterially and unpredictably from expectations. We caution readers not to place undue reliance on theseforward-looking statements, which speak only as to the date of this offering memorandum. We undertake noobligation to republish revised forward-looking statements to reflect new information, future events orotherwise. New factors emerge from time to time and it is not possible for management to predict all suchfactors, nor can it assess the impact of any such factor on the business or the extent to which any factor, orcombination of factors, may cause results to differ materially from those contained in any forward-lookingstatement. We urge readers to carefully review and consider the factors in the succeeding paragraph.

In addition to the assumptions and other factors referred to specifically in connection with suchstatements, factors that involve risks and uncertainties and that could cause actual results to differ materiallyfrom those contemplated in any forward-looking statements include, among others:

changes in laws and regulations affecting our business, financial position and results of operations;

our ability to recover costs associated with the operation of our business;

our ability to comply with environmental, health and safety regulations;

changes in electricity prices and our ability to pass through any electricity price increases;

risks related to the operation of our distribution systems;

iii


our reputation as a supplier of energy;

regulatory restrictions and indebtedness covenants that limit our ability to finance our future capitalneeds and limit our operating flexibility;

our ability to access the capital markets; and

weather variations affecting customer energy usage.

iv


SUMMARY

This summary highlights some of the information contained elsewhere in this offering memorandum.Because it is only a summary, it does not contain all of the information that may be important to you and thatyou should consider before investing in the Notes. For a more complete understanding of this offering, weencourage you to read this entire offering memorandum, including the section entitled Risk Factors, thefinancial statements and the related notes and any documents to which we refer you.

Our Company

Our business is the retail distribution of electricity. As of September 30, 2009, we provided electricservice to approximately 1.3 million customers in an area consisting of 171 cities and towns in Massachusetts.

We were organized in 1887 under the laws of the Commonwealth of Massachusetts. We are a directwholly-owned subsidiary of National Grid USA (National Grid). National Grid is an indirect wholly-ownedsubsidiary of National Grid plc, an international electricity and natural gas company based in the United Kingdomwith operations in the northeastern United States.

Our principal offices are located at 40 Sylvan Road, Waltham, Massachusetts 01581, and our telephonenumber is +1 (781) 907-1000.

1


The Offering

The summary below describes the principal terms of the Notes offered hereby. Certain of the terms andconditions described below are subject to important limitations and exceptions. The Description of Notessection of this offering memorandum contains more detailed descriptions of the terms and conditions of theNotes.

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . Massachusetts Electric Company

Offered Securities . . . . . . . . . . . . . . . . . $800,000,000 aggregate principal amount of 5.90% Senior Notesdue 2039.

Maturity Date . . . . . . . . . . . . . . . . . . . . The Notes will mature on November 15, 2039.

Interest Rate . . . . . . . . . . . . . . . . . . . . . The Notes will bear interest at the rate of 5.90% per annum.

Interest Payment Dates Interest on the Notes will be payable semi-annually in arrears onMay 15 and November 15 of each year, commencing on May 15,2010.

Ranking . . . . . . . . . . . . . . . . . . . . . . . . The Notes will be our unsecured senior obligations and will:

rank equally in right of payment with all of our existing andfuture unsecured senior indebtedness;

rank senior in right of payment to all of our existing and futuresubordinated indebtedness;

be effectively subordinated in right of payment to all of our futuresecured i

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